Drafting Shareholder Agreements for Private Equity M&A Deals
Structuring Provisions on Board Composition and Duties, Drag-Along, Tag-Along, Information Rights, and More
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will guide deal counsel for drafting shareholder agreements accompanying private equity (PE) transactions. The panel will examine considerations and best practices to ensure shareholder agreements are valid and binding on shareholders throughout the life cycle of the investment, including an M&A-related exit.
Outline
- Key provisions in shareholder agreements
- Board of directors composition and duties
- Treatment/waiver of corporate opportunities
- Appointment and removal of officers
- Voting rights
- Information rights
- Transfer restrictions
- Resolving deadlock
- Preemptive rights
- Amendment and termination of a shareholder agreement
- Governing law
- Best practices for binding and enforceable agreements
Benefits
The panel will review these and other key issues:
- What are the key provisions in shareholder agreements, and what potential pitfalls can impact their enforceability and effectiveness?
- What common legal challenges are likely to arise during the drafting and enforcement of shareholder agreements--and how can they most effectively be resolved?
- What is the relationship between shareholder agreements and the M&A transaction documents--and how are conflicts among the documents resolved?
Faculty
Jay Coogan
Partner
Ballard Spahr
Mr. Coogan represents private equity, venture capital, and other investment firms--as well as privately held... | Read More
Mr. Coogan represents private equity, venture capital, and other investment firms--as well as privately held companies--in mergers and acquisitions, securities offerings, venture capital financings, and the establishment of startup and emerging businesses. His clients invest in and operate enterprises spanning a range of industries, including technology, manufacturing, business services, consumer products, and health care. He also works with institutional investors in the purchase, sale, financing, and operation of their portfolio companies. As outside general counsel to private companies, Mr. Coogan advises on legal and business matters, such as regulatory matters, entity formation, corporate governance, capitalization, equity compensation, capital raising, and customer or vendor contracts.
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Nanette C. Heide
Partner
Duane Morris
Ms. Heide is Co-Chair of the firm’s Private Equity Division and team lead of the firmwide Private Equity Industry... | Read More
Ms. Heide is Co-Chair of the firm’s Private Equity Division and team lead of the firmwide Private Equity Industry Group. Ms. Heide has significant experience handling complex transactions and providing general corporate counseling. She regularly represents private equity and venture capital investors, multinational and domestic corporations (public and private) in a wide spectrum of corporate finance transactions, including private equity and venture capital investments, mergers and acquisitions, institutional private placements, cross-border transactions, debt and equity structuring transactions, joint ventures and strategic alliances. She also has formed and structured private equity and hedge funds. Ms. Heide serves as outside counsel for many mid-sized companies on issues of corporate governance, securities law compliance, general commercial transactions and disclosure issues. Her clients span a wide variety of industries, from consumer products to cannabis, medical and personal wellness devices, communications, media and Internet-based businesses.
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Sarah Kupferman
Partner
Dechert
Ms. Kupferman focuses her practice on corporate and securities matters, counseling private equity and strategic clients... | Read More
Ms. Kupferman focuses her practice on corporate and securities matters, counseling private equity and strategic clients on a wide range of domestic and international transactions, including mergers and acquisitions, large and middle market financing transactions, formation of domestic and offshore investment entities and general corporate advice across a variety of industries.
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